***SEC
                CONFIDENTIAL TREATMENT REQUESTED***

               

              Note:
                The portions hereof for which confidential treatment are being requested
                are denoted with highlighted, bold and underlined
                language

            


    

     

    LICENSE
      AGREEMENT

     

    This
      LICENSE
      AGREEMENT
      (“Agreement”)
      dated
      as of July 1, 2008 (the “Effective
      Date”),
      by
      and between Aptus Games, a company incorporated under the laws of Delaware
      with
      principal offices at 871 Marlborough Avenue #100, Riverside, CA 92507
      (“Aptus”),
      and
      CBS Interactive Inc., a company incorporated under the laws of Delaware with
      principal offices at 7800 Beverly Boulevard, Los Angeles, California 90036
      (“CBSI”)
      (each
      of CBSI and Aptus is each a “Party,”
and
      collectively, the “Parties”).

     

    RECITALS

     

    WHEREAS,
      Aptus’
      technology
      allows the scalable streaming of interactive virtual world games over the
      internet; and

     

    WHEREAS,
      Aptus
      desires to develop an interactive virtual world game promoting the television
      show “Survivor,” which is broadcast on the CBS Television Network;
      and

     

    WHEREAS,
      CBSI
      wishes to grant Aptus the right to develop and host an interactive virtual
      world
      game promoting the television show “Survivor” on the terms and conditions set
      forth below.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual agreements and covenants
      hereinafter set forth and intending to be legally bound hereby, the Parties
      hereby agree as follows:

     

    AGREEMENT

     

    1. DEFINITIONS.

     

    (a) “CBS
      Logos”
means
      the trademarks, trade names, names, designs and logos connected to Survivor
      as
      made available by CBSI to Aptus. 

     

    (b) “End
      User”
means
      an individual who uses the Survivor Game for his/her personal use. 

     

    (c) “Intellectual
      Property Rights”
      means
      all rights in intellectual property of any type throughout the world, whether
      existing under statute or at common law or equity, now or hereafter in force
      or
      recognized, including, but not limited to, the following: (i) patents; (ii)
      trade secrets; (iii) database rights; (iv) copyrights; (v) rights in World
      Wide
      Web addresses and domain names and registrations; and (vi) trade names, logos,
      common law trademarks and service marks, and trademarks.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CONFIDENTIAL
      TREATMENT REQUESTED 

    
      WITH
        RESPECT TO CERTAIN PORTIONS HEREOF 

      DENOTED
        WITH “***” 

    

     

    (d) "Licensed
      Territory"
      means
      the United States and its territories and possessions only. Any additional
      territories must be approved by CBSI in writing.

     

    (e)  “Survivor Game”
shall
      mean a multi-player interactive online virtual world game developed by Aptus
      based on, and which includes identifiable elements of, Survivor Properties,
      and
      shall include both a downloaded software component and an online streaming
      component, both of which must be used in order to play the Survivor Game.
      Survivor Game also includes any and all present and future treatments,
      adaptations, drafts, derivative works and versions thereof, that incorporate
      identifiable elements of the Survivor Game. 

     

    (f) “Survivor Properties”
mean
      the following as made available and cleared for use by CBSI to Aptus: the
“Survivor” name, associated trademarks and logos, and titles, photos, video
      footage, theme song, art, scenarios, scripts, plot elements, depictions of
      environmental settings and costumes, and actual likenesses of the contestants
      in
      the television series entitled “Survivor” broadcast by the CBS Television
      Network in the US, copyrightable material, publicity rights, and renderings
      of
      the likenesses of the contestants and other intellectual property used in
      connection with Survivor. It is understood that Survivor Properties do not
      include the license of any music that is contained in the Survivor television
      show that is not wholly owned as a “work for hire” by CBSI; provided, further,
      if Aptus desires to use any music from Survivor other than the Survivor theme
      song, such music shall first be approved by CBSI and then, in the event that
      such music is not wholly owned as a “work for hire” by CBSI, CBSI and Aptus
      shall share equally in the costs of all fees connected with such use. Survivor
      Properties do not include any rights to non-US versions, sequels, re-makes
      or
      spin-offs of “Survivor.” Aptus shall and must obtain CBSI's written consent
      (which may be exercised in CBSI's sole discretion) prior to using any actual
      material (e.g. clips, audio, dialogue, etc.) from the Survivor Properties.
      Aptus
      understands that CBSI retains approval rights over the use of any contestant
      likeness at any point in time, even if previously approved for earlier
      use.

     

     

    2. Obligations.
      

     

    2.1 Game
      Development.
      Subject
      to the terms and conditions of this Agreement, Aptus shall use commercially
      reasonable efforts to develop and host the Survivor Game. Aptus shall bear
      all development, hosting and maintenance costs for the Survivor Game. Aptus
      shall use commercially reasonable best efforts to make the Survivor Game
      available to End Users in public beta (content complete) on October 20, 2008
      and
      final public version commencing November 17, 2008. 

     

    (a) Aptus
      shall meet the milestone requirements set forth on the attached Exhibit
      A
      (the
“Milestones”).
      Aptus
      shall notify CBSI as early as possible if it anticipates missing a Milestone,
      although such notice shall not relieve Aptus of its obligation to meet the
      Milestones. Aptus shall submit to CBSI for its approval the Survivor Game as
      part of and in accordance with each item set out in the Milestones (each, a
      “Creative
      Approval Item”).
      

     

    
      
        
        

      

      
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      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

         

      

    

    (b) CBSI
      shall use commercially reasonable efforts to approve or disapprove each Creative
      Approval Item within seven (7) days after its receipt (the “Review Period”). The
      number of days that occur between the end of the Review Period and the date
      on
      which CBSI approves or disapproves the Creative Approval Item shall be added
      to
      each subsequent Milestone, and consequently the final public launch date on
      November 17, 2008. If CBSI disapproves of a Creative Approval Item, CBSI shall
      provide to Aptus its reasons for the disapproval. Aptus will then have a period
      of fifteen (15) days within which to submit a revised creative concept to CBSI
      for its approval. Within the Review Period for the revised creative concept,
      CBSI will have the right to approve the concept or disapprove it with reasons.
      If CBSI disapproves, the process for revision as aforesaid shall be repeated.
      CBSI shall exercise its rights of creative approval in good faith and not to
      frustrate the intention of this Agreement. Approvals will not be unreasonably
      withheld. Approval by CBSI shall not relieve Aptus of any of its agreements,
      indemnities and warranties hereunder.

     

    (c) Aptus
      shall use its commercially reasonable efforts to create the Survivor Game at
      high industry standards for creative design and game play. Aptus shall use
      its
      best efforts to design the Survivor Game to allow for updates. Aptus shall
      create at least one update per calendar year to maintain quality levels
      consistent with the latest technological developments and highly creative game
      play.

     

    (d) Aptus
      agrees to integrate registration for the Survivor
      Game
      into
      CBSI’s universal online registration by launch.
      Aptus
      agrees to work in good faith with CBSI to implement an iframe feature to
      showcase the Survivor Game within the designated launch site within
      cbs.com.

     

    2.2 Distribution.
      

     

    (a) The
      Parties anticipate that in order for an End User to play the Survivor Game,
      the
      End User will first download and install the software component of the Survivor
      Game and then enter the online streaming environment component of the Survivor
      Game. The Parties will make the software download available within the cbs.com
      domain (the exact location shall be in CBSI’s sole discretion) from servers
      owned or controlled by Aptus. End Users shall enter the online streaming
      environment from within the cbs.com domain (the exact location shall be in
      CBSI’s sole discretion), and the Survivor Game shall be hosted and served from
      Aptus’ servers. *********. The
      parties will meet not less than once per quarter to review the location(s)
      of
      the Survivor game on the Survivor home page and may mutually agree that the
      location needs to be improved or additional locations should be
      added.
      Aptus
      will not make the Survivor Game available on any other website without CBSI’s
      prior written approval. 

     

    (b) Before
      charging any End User in relation to the Survivor Game in any way, Aptus shall
      obtain CBSI’s prior written approval. Further:

     

    
      
        
        

      

      
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      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    (i) Aptus
      will not charge any End User for virtual purchases or other “microtransactions”
within the gameplay of the Survivor Game without CBSI’s prior written approval,
      including without limitation charges for virtual clothing for avatars. CBSI
      shall exercise its rights of approval in good faith and not to frustrate the
      intention of this Agreement. Upon CBSI’s approval for such transactions, Aptus
      will remit to CBSI a revenue share equal to ********
      of
      gross
      revenues from such sales (“Microtransactions Revenue”).

     

    (ii) Aptus
      will not charge any End User for the download of the software component of
      the
      Survivor Game without CBSI’s prior written approval. In the event that CBSI
      approves a charge to End Users for the download of the software component,
      Aptus
      will remit to CBSI a revenue share equal to ******
      of
      gross
      revenues from such sales (“Software Revenue”). 

     

    (iii)CBSI
      agrees in principle to approve retail sales of the Hardware Controls, subject
      to
      CBSI’s prior written approval of retail plans, pricing, any packaging (including
      any bundled CD with the component of the Survivor Game that would otherwise
      be
      downloaded by End Users), and any associated branding, marketing and/or
      promotions. Prior to selling any hardware control component usable with the
      Survivor Game, or branded with the CBS Logos, (the “Hardware Controls”) Aptus
      shall obtain CBSI’s prior written approval. CBSI shall exercise its rights of
      approval in good faith and not to frustrate the intention of this Agreement.
      Approvals will not be unreasonably withheld. For Hardware Control sales, Aptus
      will remit to CBSI (i) ********. 

     

    · With
      respect to the Hardware Controls, those End Users playing the Survivor Game
      with
      the Hardware Controls will have access to additional functionality and features.
      The Hardware Controls shall not be required to play the Survivor Game, although
      Aptus can not guarantee that End Users without the Hardware Controls will play
      at the same level of performance (e.g., for scoring purposes) as players using
      the Hardware Controls. Aptus may include a persistent tutorial regarding the
      use
      of the Hardware Controls in a menu with other information regarding the Survivor
      Game.


     

    2.3 Sponsorship
      and Advertising. 

     

    (a) CBSI
      shall have sole control and ownership of, and the right to sell, any sponsorship
      of the Survivor Game or advertising inventory in the Survivor Game (the “In-Game
      Advertising”), including without limitation that CBSI shall have the right, in
      consultation with Aptus, to include Hardware Controls in sponsorship packages
      for the Survivor Game. Aptus shall
      not
      place any advertisements, sponsorships of the Survivor Game or advertising
      inventory in the Survivor
      Game without
      CBSI’s prior written consent. CBSI shall have the right to sell the In-Game
      Advertising, and reasonably require Aptus
      to
      place
      the In-Game Advertising within the Survivor Game, subject to a revenue split
      ***** of
      all
      revenues generated from such In-Game Advertising net of sales commissions and
      ad
      agencies fees (“In-Game Advertising Revenue”). ********
      . 

     

    
      
        
        

      

      
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      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    (b)CBSI
      shall sell the In-Game Advertising at
      fair
      market value consistent with industry practices. The parties will meet not
      less
      than once per quarter to review the rates charged by CBSI for the In-Game
      Advertising, and if the parties mutually agree that such rates are significantly
      below fair market value based on comparable metrics the parties will cooperate
      to determine more appropriate rates for future sales of In-Game Advertising
      and
      consider whether Aptus could sell at higher rates. 

     

    2.4 End
      User and Personal Information.
      Where
      permitted by applicable law, Aptus agrees to provide to CBSI on a real-time
      basis as reasonably available to and sharable by Aptus and in a written report
      to be provided on not less than a monthly basis: (i) the number
      of
      unique End Users downloading the software component of the Survivor
      Game, if available;
      (ii)
      the
      number of unique End Users entering the online streaming environment of the
      Survivor Game; (iii) the amount of time End Users stay in the Survivor
      Game;
      and
      (iv)
      any
      other reasonable information Aptus collects in connection with the Survivor
      Game
      except
      for personal end user information such as name, telephone numbers and any other
      personally identifiable information. All of the foregoing data shall be referred
      to individually and collectively as “End User Data,” and all “End User Data” as
      it relates to the Survivor
      Game
      shall be
      referred to herein as “CBSI Data”. CBSI shall own all right and interest in and
      to CBSI Data. CBSI hereby grants to Aptus a non-exclusive license to use the
      CBSI Data for internal reporting and research purposes and to satisfy Aptus’
reporting obligations to CBSI as set forth in this Agreement. Aptus shall not
      sell, trade, transfer, exchange, barter, offer, or otherwise provide any CBSI
      Data to any third party. The Parties’ use of any End User Data shall comply with
      all applicable laws and regulations. Each Party shall use industry standard
      or
      better levels of care, and shall comply with all applicable laws, rules or
      regulations, in the gathering, use, maintenance and protection of all
      information regarding end users (the “Personal
      Information”).
      No
      Personal Information will be used by either Party for any purpose outside the
      scope of this Agreement or prohibited by any applicable law. All Personal
      Information shall belong exclusively to CBSI. Aptus shall deliver all Personal
      Information to CBSI or its authorized designee promptly upon written request
      from CBSI, and shall, subject to final accounting and billing requirements,
      upon
      a written confirmation by CBSI, promptly and permanently delete the Personal
      Information from its own files at the expiration or earlier termination of
      the
      Agreement. All Personal Information from end users shall be permanently deleted
      by each party in compliance with all applicable laws, rules or
      regulations.
      All
      data
      generated by the Survivor
      Game,
      either algorithmically or due to user input and interaction, and associated
      with
      a user, but not initially created by the user (e.g. Personal Information) shall
      be the property of Aptus. Examples of such data include game scores, user
      settings and level progression. For confidentiality purposes, all such data
      shall be treated as CBSI’s Confidential Information by Aptus under the terms of
      this Agreement. 

     

    2.5 Security
      and geofiltering.
      Aptus
      agrees to use, apply and maintain industry standard or better technology and
      procedures designed to ensure that the Personal Information, Survivor
      Properties
      and Survivor
      Game
      remain reasonably secure, and are not accessed, used, copied, transferred or
      distributed in any way contrary to the terms of this Agreement or applicable
      law. Aptus shall
      restrict
      the availability of the Survivor Game to the Licensed Territory.

    

      
        
          
          

        

        
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      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    2.6 Support.
      Aptus
      shall provide the
      following minimum operational services: (i) computer hosting and serving
      for large-scale multi-player games, and (ii) twenty-four hour customer
      support services email and web 24/7, (with a maximum 12 hour response time
      during weekdays and 18 hours during weekends to End User email) and technical,
      operational and maintenance support and services. Aptus shall be responsible
      for
      the use, maintenance and upgrading of its operating systems and servers in
      order
      to satisfy the current demand and service requirements of the Survivor Game,
      including full availability of the Survivor Game servers and hosting environment
      at a level equal or greater to the standard industry uptime requirement of
      99%
      of each calendar month. Uptime comprises the functioning of all network
      infrastructure including without limitation switches, routers and cabling.
      Software or services running on an End User’s server are not included in the
      definition of network uptime. Aptus reserves the right to allocate 12 hours
      of
      downtime monthly for scheduled maintenance. Scheduled maintenance times will
      be
      posted for End Users. In the event of material service interruption, CBS shall
      have the right upon fifteen days’ written notice to Aptus to terminate this
      Agreement while still requiring Aptus to pay a single subsequent Minimum Fee
      payment (if such a payment is otherwise required). In the event of termination
      under this section and Aptus’ payment of the single subsequent Minimum Fee
      payment (if otherwise required), no further Minimum Fee payments shall be due.
      Additionally, beginning one year after the Effective Date (the “Anniversary
      Date”), if revenue projections for the Survivor Game and revenues associated
      with the game do not meet expectations and Aptus’ cost of supporting the game
      under this section is no longer economically feasible, Aptus shall have the
      right to terminate this Agreement upon 75 days’ prior written notice to CBSI
      (which notice may be sent prior to the Anniversary Date but may not become
      effective until the Anniversary Date), provided, however, that such termination
      shall not become effective until after the then-current broadcast cycle of
      the Survivor show finishes (each such cycle is typically approximately 4
      months), although no further Minimum Fee payments shall be due after the end
      of
      the 75-day notice period. 

     

    2.7 Terms
      of Service.
      Aptus
      shall develop and implement a written set of policies and procedures for the
      Survivor Game relating to End Users’ privacy and terms of service (“Policy
      and Terms”),
      provided that these Policy and Terms shall at all times (a) be consistent
      with all of the terms and conditions of this Agreement, particularly the
      provisions of Section 4.2 below which provides that End Users of the Survivor
      Game shall acknowledge and agree that any and all CBS Works (as defined in
      Section 4.2 below) created by them in the course of their use of the Survivor
      Game shall belong to CBSI either as works for hire under US copyright law or
      otherwise and that all rights in such items are assigned to CBSI,
      (b) confirm to the highest industry standards for similar online games, and
      (c) conform to all laws, regulations and game industry standards for such
      online games, including, but not limited to, all game ratings standards and
      policies governing the collection, storage and dissemination of personal
      information. Aptus shall be responsible for enforcement of the Policy and Terms.
      If Aptus creates discussion boards or blogging areas for End Users, Aptus shall
      create terms of use for such boards or blogs, which shall be consistent with
      the
      terms and conditions of this Agreement and conform to all laws, regulations
      and
      website industry standards for such boards or blogs. Aptus shall be responsible
      for monitoring such boards or blogs for compliance with such terms of
      use.


    
      
        
        

      

      
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      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

         

      

    

    2.8 Promotion.
      Aptus
      and CBSI shall co-promote the Survivor Game in good faith. During the Term,
      CBSI
      shall promote and market the Survivor Game as CBSI deems appropriate in its
      discretion. The format, content, length and timing of all such promotion and
      marketing shall be in CBSI’s sole discretion. 

     

    2.9 Aptus
      Information.
      Subject
      to CBSI’s approval rights in Section 2.1(a), CBSI agrees that Aptus may (1)
      include information about its company and a link to the Aptus Games home page
      in
      an “About Us” section (the Aptus Games logo may be used to link to the Aptus
      Games home page). within the Survivor Game, and (2) indicate to the End User
      that the Survivor Game is “powered by” Aptus Games. Aptus may not offer an “opt
      in” for information about Aptus at any time within the Survivor Game, including
      upon registration. 

     

     

    3. LICENSE
      GRANT.
      

     

    3.1  CBSI
      License Grant.
      Subject
      to the terms and conditions of this Agreement, CBSI hereby grants to Aptus,
      and
      Aptus accepts, a non-exclusive and non-transferable limited license during
      the
      Term in the Licensed Territory to:

     

    (a) Use,
      reproduce and modify the Survivor Properties solely for the purpose of
      developing, marketing, providing, displaying, hosting, performing, selling
      and
      distributing the Survivor Game and the Hardware Controls; and 

     

    (b) To
      brand
      the Survivor Game and the Hardware Controls with the CBS Logos, and to develop,
      market, provide, host, display, perform and distribute the Survivor Game and
      the
      Hardware Controls marked with the CBS Logos; and

     

    (c) To
      use
      the CBS Logos on packaging, manuals and documentation for the Survivor Game
      and
      the Hardware Controls, and on promotional, advertising, marketing and related
      materials associated with Survivor Game and the Hardware Controls, and
      distribute, perform and display the foregoing.

     

    3.2 No
      Sublicensing.
      Aptus
      may not sublicense any of the foregoing rights, including without limitation
      the
      development rights, without CBSI’s prior written approval. In the event that
      CBSI approves of a sublicense, such sublicense shall not Aptus of any of its
      obligations hereunder. Aptus represents and warrants that it shall require
      by
      contract with sublicensees that the sublicensee shall be bound by and comply
      with the applicable provisions of this Agreement. 

     

    3.3 Restrictions.
      The
      foregoing license to the CBS Logos shall be subject to the
      following:

     

    
      
        
          
          

        

        
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      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    (a) All
      goodwill associated with or that arises from Aptus’s use of the CBS Logos shall
      inure to the sole benefit of CBSI; and

     

    (b) Aptus
      shall use the CBS Logos only in compliance with any trademark guidelines as
      CBSI
      may provide from time to time; and

     

    (c) For
      the
      purpose of CBSI’s quality control of the CBS Logos, Aptus shall at no charge to
      CBSI, provide CBSI with access to the following for CBSI’s approval: (i) all
      aspects of the Survivor Game and the Hardware Controls which bear or is
      distributed in connection with the CBS Logos, (ii) all related documentation
      and
      promotional, advertising and marketing materials, and (iii) any other material
      which will bear the CBS Logos, prior to any use or distribution of the Survivor
      Game and the Hardware Controls or materials. CBSI’s approval of each of these
      items shall be in its sole and absolute discretion. CBSI shall use its
      commercially reasonable efforts to respond within seven (7) days. Failure to
      respond shall be deemed disapproval of an item. 

     

    (d) If
      CBSI
      reasonably determines that Aptus has failed to comply with the above quality
      control provisions, CBSI may require Aptus to undertake reasonable corrective
      action consistent with the terms of this Agreement. 

     

    3.4 Exclusions.
      The
      rights licensed by CBSI to Aptus in this Agreement specifically exclude mobile
      rights, personalization products, wallpapers, screensavers, handset clients,
      in-show interactivity (meaning interaction with television viewers in connection
      with the television show broadcast), ringtones, voicetones, and any game formats
      other than multi-player interactive online virtual world games, including,
      but
      not limited to, mini-games, handheld games, games for devices such as the Xbox,
      PlayStation, Wii, Game Boy, Game Cube, board games, card games, slot machine
      games or video lottery terminals.

     

    3.5 Aptus
      License Grant.
      Subject
      to the terms and conditions of this Agreement, Aptus hereby grants to CBSI,
      and
      CBSI accepts, a non-exclusive and non-transferable license to use and exploit
      the Aptus IP (as defined in Section 4.2(b) below)), including without limitation
      to distribute, publicly perform, display and sell the Aptus IP, solely for
      the
      purposes of using, marketing, providing, displaying, performing, selling and
      distributing the Survivor Game in accordance with the terms of this Agreement.
      

     

    4. INTELLECTUAL
      PROPERTY OWNERSHIP.

     

    4.1 Pre-Existing
      Rights.
      As
      between CBSI and Aptus, and except as expressly licensed to Aptus pursuant
      to
      Section 3.1, all right, title and interest in and to the Survivor Properties
      shall be and remain the sole and complete property of CBSI. As between CBSI
      and
      Aptus, and except as expressly licensed to CBSI pursuant to Sections 3.5 and
      8.3(b), all right, title and interest in and to the Aptus IP shall be and remain
      the sole and complete property of Aptus. 

     

    4.2 Ownership.
      

     

    
      
        
        

      

      
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      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    (a) As
      between CBSI and Aptus, CBSI shall own all right, title and interest (including
      without limitation all Intellectual Property Rights) in and to the Survivor
      Properties and ****** (“Licensed
      Property Derivative Works”)
      (the
      Survivor Properties and the Licensed Property Derivative Works shall
      collectively be referred to as the “CBSI
      Works”
and
      all
      right, title and interest in the CBSI Works (including without limitation all
      Intellectual Property Rights) shall be collectively referred to as the
“CBSI
      Rights”).
      ***
      .
      Aptus
      acknowledges and agrees that the CBSI Works shall constitute “work made for
      hire” as that term is used in the U.S. Copyright Act, and that CBSI shall be the
      exclusive owner of the CBSI Rights in the CBSI Works. If any of the CBSI Works
      are not considered to be work made for hire for any reason, or to the extent
      that there are CBSI Rights that would not vest in CBSI as a “work made for
      hire,” Aptus hereby irrevocably and exclusively grants, transfers and assigns to
      CBSI in perpetuity, throughout the universe in all languages, all right, title
      and interest, including, but not limited to, patent rights that have arisen
      or
      may arise in the future, and copyright and all extension, renewals, revivals
      and
      resuscitations thereof, that Aptus has or may have in or to the CBSI Works.
      In
      the event that under any current or future law of any jurisdiction worldwide,
      any of the CBSI Rights are subject to a right of termination or reversion,
      Aptus
      shall accord CBSI rights of first negotiation for thirty (30) days, and last
      refusal for fifteen (15) days, to match any third-party offer in connection
      therewith. With respect to any so-called “moral rights,” Aptus hereby
      unconditionally waives such rights and the enforcement thereof. Aptus
      acknowledges that Aptus’ use of the CBSI Works shall not confer or imply a grant
      of rights, title or interest in the CBSI Rights or goodwill associated
      therewith. CBSI’s intellectual property rights shall be indefeasible and
      irrevocable and shall not be subject to reversion under any circumstance,
      including, but not limited to, cancellation, termination, expiration or breach
      of this Agreement. All CBSI Works created hereunder shall be prepared by an
      employee of Aptus under Aptus’s sole supervision, responsibility and monetary
      obligation or in accordance with agreements which permit Aptus to comply with
      this subsection (a), which have been fully executed by both parties prior to
      the
      commencement of any work hereunder. If third parties who are not employees
      of
      Aptus contribute to the development of the CBSI Works, Aptus shall obtain from
      such third parties, prior to commencement of work, a full written assignment
      of
      rights so that all right, title and interest in the CBSI Works, throughout
      the
      universe, in perpetuity, shall vest in CBSI. Furthermore, to the extent that
      use
      of the Survivor Game permits End Users to create CBSI Works, Aptus shall require
      End Users to acknowledge and agree that any and all CBSI Works created by them
      in the course of their use of the Survivor Game shall belong to CBSI either
      as
      works for hire under US copyright law or otherwise and shall obligate them
      to
      assign all rights in such CBSI Works to CBSI.

     

    (b) Notwithstanding
      the foregoing Section 4.2(a), but except as expressly licensed to CBSI pursuant
      to Sections 3.5 and 8.3(b), CBSI shall not claim any right, title or interest
      in
      or to any Aptus software tools and/or any game engines (pre-existing or
      developed for the Survivor Game), Aptus’s trade marks and trade names (except to
      the extent such marks or names were developed specifically in connection with
      the Survivor Game), and source code of Survivor Game owned or controlled by
      Aptus and used in the Survivor Game (the “Aptus
      IP”).
      The
      Aptus IP shall not be deemed to be part of CBSI’s intellectual property rights
      and, subject to Sections 3.5 and 8.3(b), shall be owned exclusively by Aptus
      as
      between CBSI and Aptus. In no event shall CBSI’s exposure to any of the Aptus IP
      pursuant to this Agreement constitute “access” for purposes of any copyright
      infringement analysis.

     

    
      
        
        

      

      
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        CONFIDENTIAL
          TREATMENT REQUESTED 

        
          WITH
            RESPECT TO CERTAIN PORTIONS HEREOF 

          DENOTED
            WITH “***” 

        

      

    

     

    (c) ******.

     

    4.3 Notices.
      

     

    (a) On
      the
      Survivor Game and the Hardware Controls, each party shall include the following
      trademark legal lines as applicable:  (a) CBS and the CBS Eye Design
      are trademarks of CBS Broadcasting Inc., and (b) SURVIVOR and related marks
      are trademarks of Survivor Productions, LLC.. Aptus may include its applicable
      trademark and/or patent notices on the Survivor Game and the Hardware Controls
      as well. When each of the following trademarks appears as permitted under this
      Agreement, they should be accompanied with the following trademark notices
      on
      the upper right hand corner of each mark: CBSTM,
      CBS Eye
      DesignTM,
      SURVIVOR Design® (the legal lines and trademark notices, collectively, the
“Trademark Notices”). 

     

    (b) Aptus
      shall include the following statements at the start of the Survivor Game: (1)
      Aptus’s logo and “powered by Aptus Games”; (2) “Brought to you by CBS
      Interactive” (with the accompanying CBS Interactive logo, and (3) the Copyright
      Notice and applicable Trademark Notices. The Survivor Game’s “About Us” section
      shall provide these notices and other information about Aptus, CBSI and their
      respective websites(s). Aptus shall include the following copyright notice
      (collectively, the “Copyright Notice”) in the Survivor Game:

     

    ©
200[_]
      [year of publication] CBS Interactive Inc. CBS and the CBS Eye Design ® & ©
200[ ] CBS Broadcasting Inc. SURVIVOR ® & © 200[ ] Survivor Productions,
      LLC. All Rights Reserved.

     

    Game
      Software © 200[_] [year of publication] Aptus Games. All Rights Reserved.


     

    (c) Each
      and
      every copy
      of
      the Survivor Game and the Hardware Controls and related materials (including
      without limitation all packaging and documentation) shall bear the Copyright
      Notice and applicable Trademark Notices. Neither
      party shall remove any of the Copyright Notice or Trademark Notice without
      the
      other party’s consent. Each
      party acknowledges and agrees that neither party shall include any other notices
      or any credits from or relating to the Survivor Properties on the Survivor
      Game
      and related materials without the other party’s prior written consent.
CBSI
      may
      at any time require an addition to or change of the CBSI Copyright and Trademark
      Notices, effective not less than thirty (30) days after receipt by Aptus of
      notice thereof. Aptus
      agrees that in the event the additions and/or changes are required pursuant
      to a
      governmental regulation, Aptus shall use its reasonable efforts to implement
      such changes within the time frame required by such regulation, and if so
      required by any governmental entity, Aptus shall include the required consumer
      advisory rating code(s) on any and all marketing and advertising materials
      used
      in connection with the Survivor Game. Aptus
      shall fully cooperate with CBSI in connection with CBSI’s obtaining or
      maintaining copyright and/or trademark protection for the Survivor Game in
      CBSI’s name within the video game category at CBSI’s own cost.

    

      
        
          
          

        

        
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      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    (d) Aptus
      recognizes the value of the goodwill associated with the Survivor Properties.
      Aptus agrees, during the Term and thereafter, never to contest the rights of
      CBSI in the Survivor Properties or
      the
      Survivor Game nor the validity of the license herein granted to them. Aptus
      shall not at any time apply for any registration of any copyright, trademark
      or
      other designation which would affect any of the ownership or rights of CBSI
      in
      and to the CBSI Rights nor file any document with any governmental authority
      to
      take any action which would affect any of such ownership or rights in and to
      the
      CBSI Rights, or assist anyone else in doing so. Aptus further agrees that it
      shall not at any time during the Term use and/or authorize the use of any
      character style and design, trademark, trade name or other designation
      confusingly similar to the CBSI Rights or any game play which is identical
      to or
      substantially identical to the game play for the Survivor Game unless such
      use
      complies with the terms specified in this Agreement.

     

    4.4 No
      Implied Licenses.
      Except
      as expressly provided in this Agreement, no other right, title or interest
      or
      other rights under or to a Party’s Intellectual Property Rights are granted to
      the other Party under this Agreement.

     

    4.5 Withdrawal.
      CBSI
      can withdraw any or all elements of the
      Survivor
      Properties or the
      Survivor
      Game, or any component part thereof, from the terms of this Agreement if CBSI
      determines that the exploitation thereof would or might violate or infringe
      the
      copyright, trademark or other proprietary rights of third parties, or subject
      CBSI to any liability or violate any law, court order, government regulation
      or
      other ruling of any governmental agency, or if, on account of the expiration
      or
      sooner termination of an agreement between CBSI and a third party from whom
      CBSI
      has obtained certain underlying rights relating to the exploitation of Survivor
      Properties hereunder or otherwise, CBSI shall no longer have the right to act
      in
      the capacity herein contemplated on behalf of any third party or parties, or
      if
      CBSI determines that it cannot adequately protect its rights in the
      Survivor
      Properties or the
      Survivor
      Game under the copyright, trademark or other laws of the Licensed Territory.
      If
      (i) the CBS Television Network cancels the show “Survivor,” or
      (ii) CBSI withdraws the entirety of the Survivor Properties or all
      Survivor-related branding from this Agreement, Aptus shall have the right to
      terminate this Agreement after giving CBSI thirty days’ notice and opportunity
      to cure.

     

    5. COMPENSATION.

     

    5.1 Guaranteed
      Fees; Payment Terms.
      In
      consideration of the license rights, Aptus shall pay CBSI the amounts set forth
      in Exhibit
      B
      (the
“Fees”)
      in
      accordance with the payment schedule set forth in Exhibit
      B.
      In
      addition, CBSI shall pay to Aptus its fees described in Exhibit
      B.
      All
      rates, invoices and payments shall be in U.S. Dollars and time shall be of
      the
      essence.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    
      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    5.2 Record
      Keeping and Audits.
      Each
      Party with an obligation to pay fees under 5.1 or Exhibit
      B
      (a
“Payor”) shall keep accurate records of its compliance with the payment terms of
      this Agreement. The party entitled to payment (a “Payee”) shall have the right,
      effective upon thirty (30) days’ prior written notice, during normal business
      hours, no more often than once per calendar year (unless a prior audit reveals
      a
      discrepancy), to have audited the relevant books and records relating to Payor’s
      compliance with such payment terms. Either Party may elect, at its sole
      discretion, to have any such audit performed by an independent third-party
      auditor, or its own representatives or designees, acting under a duty of
      confidentiality that is at least as protective as the confidentiality provisions
      of this Agreement. The exercise by a Payee of any right to audit or the
      acceptance by a party of any report shall be without prejudice to any of Payee’s
      rights or remedies and shall not bar Payee from thereafter disputing the
      accuracy of any report or payment, and each party shall remain fully liable
      for
      any balance due under the provisions hereof. If it is finally determined that
      a
      Payor underreported and thus underpaid or has misrepresented any payment payable
      to the other party by at least ten percent (10%) of all payments due from the
      underreporting party for all the accounting periods covered in the audit, then
      the underreporting party shall, in addition to computing and making immediate
      payment of the payments due based on the actual and true items, pay all
      reasonable out-of-pocket costs and expenses incurred by the other party for
      the
      audit and checking incurred by the other party in connection therewith and
      in
      enforcing the collection thereof, up to the amount of the deficiency.


     

    5.3 Taxes.
      The
      Parties do not intend by this Agreement to create a partnership for United
      States federal, state or local tax purposes. All amounts and fees stated or
      referred to in this Agreement are exclusive of taxes, duties, levies, tariffs,
      and other governmental charges (including, without limitation, withholding
      and
      VAT) (collectively, “Taxes”).
      Each
      Payee shall be responsible for payment of all Taxes and any related interest
      and/or penalties resulting from any payments made to it hereunder, other than
      any taxes based on Payor’s income. The Parties shall reasonably cooperate to
      more accurately determine each Party’s tax liability and to minimize such
      liability, to the extent legally permissible. When Payor has the legal
      obligation to pay or collect any such Taxes the appropriate amount shall be
      invoiced to Payee and timely paid by Payee, unless Payee provides Payor with
      a
      valid tax or other exemption certificate issued or authorized by the appropriate
      authority within a time frame allowed under applicable law or provides Payor
      such other evidence requested by Payor to establish such exemption.


     

    6. REPRESENTATIONS,
      WARRANTIES AND INDEMNIFICATION.

     

    6.1 Mutual
      Representations and Warranties.
      Each
      Party hereby represents and warrants to the other Party that:

     

    (a) It
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of its jurisdiction of incorporation or organization and has all necessary
      power
      and authority to enter into this Agreement. The execution and delivery of this
      Agreement, and the performance by the warranting Party of its respective
      obligations hereunder and the consummation by the warranting Party of the
      transactions contemplated hereby have been duly authorized by all requisite
      action on the part of the warranting Party. This Agreement has been duly
      executed and delivered by the warranting Party, and (assuming due authorization,
      execution and delivery by the other Party hereto) this Agreement constitutes
      a
      legal, valid and binding obligation of the warranting Party, enforceable against
      the warranting Party in accordance with its terms.


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    
      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    (b) The
      execution, delivery and performance by the warranting Party of this Agreement
      does not and will not (i) violate, conflict with or result in the breach of
      any provision of its organizational documents, or (ii) conflict with or
      violate any contract applicable to it or any of its assets or business related
      to this Agreement.

     

    6.2 CBSI
      Representations and Warranties.
      CBSI
      hereby represents and warrants to Aptus that as of the Effective Date,
      (a) it has the right to license the
      Survivor
      Properties to Aptus in accordance with the terms of this Agreement, and
      (b) the
      Survivor
      Properties, and the CBS Logos, are owned or adequately licensed by CBSI and
      do
      not infringe upon or violate any third party’s Intellectual Property Rights.


     

    6.3
      Aptus
      Representations and Warranties.
      Aptus
      hereby represents and warrants to CBSI that (a) all Aptus IP and all ideas,
      creations, designs and materials furnished by Aptus in connection with the
      Survivor Game and the Hardware Controls will be Aptus's own and original
      creation or adequately licensed by Aptus, and do not infringe upon or violate
      any third party’s Intellectual Property Rights; and (b) the Survivor Game and
      the Hardware Controls will be developed, published, distributed, sold and
      advertised in accordance with all applicable federal, state and local laws,
      including, but not limited to, all applicable labor laws and
      regulations. 

     

    6.4
      Disclaimer.
      THE
      FOREGOING REPRESENTATIONS AND WARRANTIES IN THIS SECTION 6, ARE EXCLUSIVE AND
      ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED,
      EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING
      REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
      PURPOSE AND NON-INFRINGEMENT, WHICH ARE HEREBY DISCLAIMED. 

     

    6.5
      Indemnification; Sole and Exclusive Remedy.
      

     

    (a) Indemnity.
      Subject
      to the terms and conditions of this Agreement: 

     

    (1)
      Aptus
      as an “Indemnifying
      Party”
will
      at
      all times indemnify and hold CBSI or its parent, subsidiary and affiliated
      companies and the officers, directors and employees of the foregoing, agents,
      customers, licensors, End Users, successors and assigns as “Indemnified
      Parties”
      harmless from and against any and all claims, damages, liabilities, costs and
      expenses, including reasonable attorneys’ fees, arising out of any
      (i) breach or alleged breach by Aptus of any representation, warranty or
      undertaking made herein, or (ii) breach or alleged breach by Aptus of any
      laws, rules or regulations applicable to Aptus’ services hereunder; provided
      that CBSI shall give prompt written notice, cooperation and assistance to Aptus
      relative to any such claim or suit, in which event Aptus’s obligations with
      respect thereto shall be limited to the payment of any judgment, or settlement
      approved by Aptus, in connection therewith, and 


    
      
        
        

      

      
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      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    (2)
      CBSI
      as an “Indemnifying
      Party”
will
      at
      all times indemnify and hold Aptus or its parent, subsidiary and affiliated
      companies and the officers, directors and employees of the foregoing, agents,
      customers, End Users, successors and assigns as “Indemnified
      Parties”
      harmless from and against any and all claims, damages, liabilities, costs and
      expenses, including reasonable attorneys’ fees, arising out of any
      (i) breach or alleged breach by CBSI of any representation, warranty or
      undertaking made herein, or (ii) breach or alleged breach by CBSI of any
      laws, rules or regulations applicable to CBSI’s services hereunder; provided
      that Aptus shall give prompt written notice, cooperation and assistance to
      CBSI
      relative to any such claim or suit and provided, further, that at CBSI’s option,
      CBSI may assume the defense of any such claim or litigation, in which event
      CBSI’s obligations with respect thereto shall be limited to the payment of any
      judgment, or settlement approved by CBSI, in connection therewith.

     

    (b) Procedures.
      An
      Indemnified Party shall give prompt written notice to the Indemnifying Party
      of
      any claim by or in respect of a third party of which such Indemnified Party
      has
      knowledge concerning any losses as to which such Indemnified Party may request
      indemnification hereunder; provided,
      however,
      that
      the failure to provide or a delay in providing such notice shall not release
      the
      Indemnifying Party from any of its obligations under this Agreement except
      to
      the extent that the Indemnifying Party is actually prejudiced by such failure
      or
      delay and shall not relieve the Indemnifying Party from any other obligation
      or
      liability that it may have to any Indemnified Party otherwise than under this
      Agreement. The Indemnifying Party shall have the right to direct the defense
      of
      such action through counsel of its own choosing. The Indemnifying Party shall
      keep the Indemnified Party reasonably informed concerning the status of any
      litigation, negotiations or settlements of any such claim. The Indemnified
      Party
      shall be entitled, at its own expense, to participate in any litigation,
      negotiations and settlements with counsel of its own choosing. The Indemnified
      Party shall provide the Indemnifying Party with reasonable access to its records
      and personnel relating to any such claim during normal business hours and shall
      otherwise cooperate with the Indemnifying Party in the defense or settlement
      thereof. 

     

    (c) Settlement
      Restrictions.
      In no
      event shall the Indemnifying Party enter into a settlement arrangement regarding
      such claims which will require any payment or other consideration from
      Indemnified Party, or any claim that arises from or is part of any criminal
      action or proceeding or contains a stipulation to or an admission or
      acknowledgement of any wrongdoing (whether in tort or otherwise) on the part
      of
      the Indemnified Party, without the Indemnified Party’s prior written consent,
      which consent shall not be unreasonably withheld or delayed. 

     

    6.6 Limitation
      on Liability.
      EXCEPT
      FOR VIOLATIONS OF SECTIONS 6.5 OR 7, IN NO EVENT, WHETHER BASED IN CONTRACT
      OR
      TORT (INCLUDING NEGLIGENCE) SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL,
      CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND OR FOR LOSS OF PROFITS
      OR
      REVENUE OR LOSS OF BUSINESS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
      THE
      BREACH THEREOF, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF
      SUCH
      DAMAGE. 


    
      
        
        

      

      
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      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    6.7 Insurance.
      Aptus
      shall procure and maintain, throughout the Term of this Agreement, at Aptus’
sole cost and expense, at least the following types and amounts of insurance
      coverage:

     

    (a)Commercial
      General Liability Insurance (including independent contractors liability,
      contractual liability, products liability, completed operations liability,
      broad
      form property damage liability, personal injury liability and extended bodily
      injury and death coverage) in a minimum amount of $1,000,000 per occurrence
      and
      $3,000,000 aggregate combined single limit for bodily injury (including death)
      or death, personal injury or property damage.

     

    (b)Workers
      Compensation Insurance covering Aptus’ employees in an amount not less than the
      limits required by law and Employers Liability Insurance in an amount not less
      than $1,000,000 per occurrence.

     

    (c
      )Multi-Media
      Errors and Omissions Insurance at a limit of not less than
      $1,000,000.

     

    (d)All
      of
      the foregoing insurance policies shall expressly provide that such insurance
      policies shall be issued by insurance carriers with a Best’s rating of B+ or
      better or which are reasonably acceptable to CBSI, and shall respond as primary
      insurance to any insurance carried by CBSI and that CBSI shall be given thirty
      (30) days’ prior written notice (ten (10) days in the event of cancellation for
      nonpayment of premium) of cancellation, non-renewal or reduction in limit or
      in
      scope of coverage of such policies. The commercial general liability shall
      include CBSI as additional insured. Aptus shall furnish Licensor with
      certificates of insurance evidencing the aforementioned coverage from
      time-to-time within 30 days of Licensor’s request. The minimum limits of
      coverage specified herein are not intended, and shall not be construed, to
      limit
      any liability or indemnity of Aptus under this Agreement.

     

     

    7. CONFIDENTIALITY.

     

    7.1 General.
      In
      connection with its performance under the this Agreement, each Party (the
“Recipient”)
      may be
      supplied with materials and information concerning the other Party (the
“Discloser”)
      which
      is non-public, confidential or proprietary in nature (the “Confidential
      Information”),
      regardless of whether marked as “Confidential,” which may include, but is not
      limited to, information about or concerning a Party’s: (i) business
      ventures and strategic plans; (ii) marketing strategies and programs;
      (iii) customers and prospective customers; (iv) strategic insights or
      statistical models; (v) Intellectual Property Rights; (vi) technology;
      (vii) any confidential information exchanged between the Parties under a
      non-disclosure agreement entered into in anticipation of this Agreement;
      (viii) business partners or potential investment or acquisition targets;
      (ix) end users, and employees, shareholders, suppliers, distributors,
      consultants or agents; and (x) the terms of this Agreement. Confidential
      Information includes, but is not limited to, (1) information transmitted in
      written, oral, magnetic form or any other medium; (2) all copies and
      reproductions, in whole or in part, of such information; and (3) all
      summaries, analyses, compilations, studies, notes or other records which
      contain, reflect, or are generated from such information. Confidential
      Information does not include information that a Recipient can demonstrate:
      (w) has become part of the public domain through no act or omission of the
      Recipient; (x) was lawfully disclosed to the Recipient without restriction
      on disclosure by a third-party; (y) was developed independently by the
      Recipient or (z) is or was lawfully and independently provided to the
      Recipient prior to disclosure under this Agreement or other agreements between
      the Parties. 


    
      
        
        

      

      
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      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    7.2 Nondisclosure
      of Information.
      During
      the Term and for a period of two years thereafter, the Recipient shall exercise
      reasonable precautions to prevent the unauthorized disclosure of such
      Confidential Information by any of its directors, officers, employees,
      consultants, subcontractors, advisors or agents. Recipient agrees that it shall
      use the same degree of care and means that it uses to protect its own
      information of a similar nature, but in any event not less than reasonable
      care
      and means, to prevent the unauthorized use or the disclosure of such
      Confidential Information to third parties. The Recipient agrees that the
      Confidential Information of the Discloser shall be used solely for the purpose
      of performing its obligations under this Agreement and agrees not to disclose
      any of the Confidential Information of the Discloser now or hereafter received
      or obtained by it without the Discloser’s prior written consent; provided,
      however,
      that
      the Recipient may disclose any such Confidential Information to its potential
      investors conducting due diligence with Aptus (only after completion of an
      investor non-disclosure agreement and term sheet, and with prior notice to
      CBSI), licensors, profit participants, affiliates, employees, accountants,
      attorneys and other confidential advisors (collectively, “Advisors”)
      who
      need to know the Confidential Information under this Agreement subject to a
      binding duty of confidentiality no less restrictive than that set forth herein.
      The Recipient agrees to be responsible for any breach of this Agreement by
      its
      Advisors, and the Recipient agrees that its Advisors will be advised by such
      Recipient of the confidential nature of such information. 

     

    7.3 Compelled
      Disclosure.
      If the
      Recipient or any of its Advisors is legally compelled (whether by deposition,
      interrogatory, request for documents, subpoena, civil investigation, the
      requirement of any stock exchange or market on which the securities of a Party
      or its affiliates are listed, demand or similar process or statutory or
      regulatory requirement) to disclose any of the Confidential Information, the
      Recipient shall immediately notify, to the extent not prohibited by law, the
      Discloser in writing of such requirement so that the Discloser may seek a
      protective order or other appropriate remedy and/or waive compliance with the
      provisions of this Section 7. The Recipient will use commercially reasonable
      efforts to obtain or assist the Discloser in obtaining any such protective
      order. Failing the entry of a protective order or the receipt of a waiver
      pursuant to this Section 7.3, the Recipient may disclose, without liability
      under this Section 7.3, that portion (and only that portion) of the
      Confidential Information that the Recipient is legally compelled to disclose;
      provided
      that the
      Recipient agrees to use its best efforts to obtain assurance that confidential
      treatment will be accorded such Confidential Information by the person or
      persons to whom it was disclosed. CBSI understands that Aptus will be making
      required SEC filings relating to its entry and performance of this Agreement
      and
      for purposes of Aptus’ required notice to CBSI under this section regarding such
      SEC filings, email notice is acceptable. 

     

    
      
        
        

      

      
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      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    7.4 Production
      Information.
      In
      connection with the services provided hereunder, Aptus may, from time to time,
      be exposed to or furnished with certain information relating to the Survivor
      production that is highly sensitive and confidential prior to the public
      disclosure of such information (e.g., the identities of contestants and/or
      winners). Aptus agrees to sign CBSI’s standard Confidentiality and Nondisclosure
      Agreement for vendors furnished with such information prior to any such
      disclosure to Aptus. 

     

    7.5 Press
      Releases.
      Before
      issuing any press release or other announcement, promotion or disclosure of
      the
      existence or terms of this Agreement, a Party must obtain the other Party’s
      prior written consent (such consent not to be unreasonably withheld), except
      that in no event will CBSI be required to seek Aptus’ consent with respect to
      publicizing the Survivor Game or the Survivor Properties (including, without
      limitation, any programming associated with such the Survivor Properties) and
      except that Aptus shall be free to promote the Survivor Game provided that
      it is
      in accordance with the other provisions in this Agreement, including but not
      limited to Section 3.3. Any press release issued by CBSI regarding the Survivor
      Game shall include a prominent visual or written acknowledgment that Aptus
      Games
      is the developer of the Survivor Game. In CBSI’s promotion of the Survivor Game,
      Aptus agrees that CBSI may, but is not required to, acknowledge Aptus as the
      developer of the Survivor Game.

     

    8. TERM
      AND TERMINATION.

     

    8.1 Term
      of Agreement.
      Unless
      otherwise specified herein or unless terminated sooner under Section 8.2, the
      “Term”
of
      this
      Agreement shall commence on the Effective Date and terminate on June 30, 2010.
      

     

    8.2 Termination
      of Agreement.
      This
      Agreement may be terminated as follows:

     

    (a) By
      a
      Party in the event of the material breach of this Agreement by the other Party
      and the failure of such other Party to remedy such breach within thirty (30)
      days after written notice of such breach given by the non-breaching Party;
      or


     

    (b) By
      a
      Party in the event of the filing by or against the other Party of a petition
      for
      reorganization or liquidation under the applicable U.S. Federal or state
      bankruptcy, insolvency, reorganization or other similar law or corresponding
      laws or procedures of any applicable jurisdiction and if such proceeding is
      involuntary and is contested in good faith, this Agreement shall terminate
      only
      after the passage of ninety (90) days without the dismissal of such proceedings;
      or

     

    (c) By
      a
      Party immediately in the event of the termination, dissolution, insolvency
      of
      the other Party, the other Party’s inability to pay its debts as they become
      due, the distribution of a substantial portion of its assets, or its cessation
      to continue all or substantially all of its business affairs;
      or


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    
      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    (d) Notwithstanding
      anything to the contrary in subsection (a), by CBSI in the event of Aptus’
failure
      to cure any curable breach of this Agreement related to an unauthorized use
      of
      any Survivor
      Properties
      within three (3) business days of written notice from CBSI; or

     

    (e) Notwithstanding
      anything to the contrary in subsection (a), by CBSI in the event of Aptus’
failure to make payment of any Minimum Fee on the date such Minimum Fee becomes
      due; or

     

    (f) Notwithstanding
      anything to the contrary in subsection (a), by CBSI in the event of Aptus’
failure to cure material service interruptions for End Users within two (2)
      business days of written notice from CBSI. 

     

    8.3 Effect
      of Termination/Expiration.
      

     

    (a) In
      addition to any clause that by its express terms survives termination or
      expiration, the respective rights and obligations of the Parties under Sections
      2.4, 4, 5, 6, 7, 8.3 and 9 shall survive any termination or expiration of this
      Agreement. Termination or expiration shall not relieve either Party of the
      obligation to pay any fees or other amounts accrued or payable to the other
      Party prior to the effective date of termination or expiration. In addition,
      each Party shall promptly return or, at the Discloser’s request, destroy all
      Confidential Information and any technology of the other Party in its possession
      or control, including the destruction or delivery to CBSI, at CBSI’s expense, of
      any copies of the Survivor Properties and the Survivor Game in Aptus’
possession.

     

    (b) If
      CBSI
      terminates this Agreement pursuant to Section 8.2(e), then Aptus shall grant
      to
      CBSI for the term of one year following such termination a non-exclusive and
      non-transferable license to use and exploit the Aptus IP, including without
      limitation to distribute, publicly perform, display and sell the Aptus IP,
      solely for the purposes of using, marketing, providing, hosting, displaying,
      performing, selling and distributing the Survivor Game. 

     

    9. GENERAL
      PROVISIONS.

     

    9.1 Expenses.
      Except
      as otherwise specified in this Agreement, all costs and expenses, including
      fees
      and disbursements of counsel, financial advisors and accountants, incurred
      in
      connection with this Agreement and the transactions contemplated in this
      Agreement shall be paid by the Party incurring such costs and
      expenses.

     

    9.2 Notices.
      All
      notices, requests, claims, demands and other communications hereunder shall
      be
      in writing and shall be given or made (and shall be deemed to have been duly
      given or made upon receipt) by delivery in person, by courier service, by
      facsimile (with written confirmation), or by registered or certified mail
      (postage prepaid, return receipt requested) to the respective Parties at the
      following addresses (or at such other address for a Party as shall be specified
      in a notice given in accordance with this Section 9.2):

    

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

    

    
       

      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    If
      to Aptus:

    


    Aptus
      Games 

    871
      Marlborough Avenue #100

    Riverside,
      CA 92507

    Attention:
      Loren
      Kaiser

    lkaiser@aptusgames.com

     

    If
      to CBSI:

     

    CBS
      Interactive Inc.

    7800
      Beverly Boulevard

    Los
      Angeles, California 90036

    Attention:
      Jeff
      Sellinger

    Fax:
      323-575-2870

    


    With
      a
      copy to:

    


    CBS
      Interactive Inc.

    7800
      Beverly Boulevard

    Los
      Angeles, California 90036

    Attention:
      Law
      Department

    Fax:
      323-575-4120

     

    9.3 Severability.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any applicable law or public policy, all other terms and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      hereby is not affected in any manner materially adverse to any Party. Upon
      such
      determination that any term or other provision is invalid, illegal or incapable
      of being enforced, the Parties shall negotiate in good faith to modify this
      Agreement so as to effect the original intent of the Parties as closely as
      possible in an acceptable manner in order that the transactions contemplated
      hereby are consummated as originally contemplated to the greatest extent
      possible.

     

    9.4 Entire
      Agreement.
      This
      Agreement constitutes the entire agreement of the Parties with respect to the
      subject matter hereof and supersede all prior agreements and undertakings,
      both
      written and oral, between Aptus and CBSI with respect to the subject matter
      hereof, including any non-disclosure agreements entered into between the Parties
      in anticipation of this Agreement. 

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    
      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    9.5 Assignment.
      Except
      as expressly provided herein, neither Party may assign or transfer its rights
      and obligations under this Agreement without the prior written consent of the
      other Party. Any assignment in violation of this Section 9.5 shall be deemed
      null and void.

     

    9.6 Amendment
      and Waiver.
      This
      Agreement may not be
      amended or modified except (i) by
      an instrument in writing signed by, or on behalf of, each of the Parties or
      (ii) by a waiver in accordance with this Section 9.6. Any waiver of
      any term or condition shall not be construed as a waiver of any subsequent
      breach or a subsequent waiver of the same term or condition, or a waiver of
      any
      other term or condition, of this Agreement. The delay or failure of any Party
      to
      assert any of its rights hereunder shall not constitute a waiver of any of
      such
      rights. Any extension of time or other indulgence granted to a Party hereunder
      shall not otherwise alter or affect any power, remedy or right of any other
      Party, or the obligations of the Party to whom such extension or indulgence
      is
      granted.

     

    9.7 
      Governing Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of California applicable to contracts executed in and to be performed
      in that State without regard to conflicts of law. 

     

    9.8 Specific
      Performance.
      The
      Parties agree that irreparable damage may occur in the event any provision
      of
      this Agreement were not performed in accordance with the terms hereof and that
      the Parties shall be entitled to specific performance of the terms hereof,
      in
      addition to any other remedy at law or equity without the necessity of
      demonstration the inadequacy of monetary damages. 

     

    9.9 Force
      Majeure.
      Neither
      Party shall be liable to the other for any alleged loss or damage resulting
      from
      failure to perform due to acts beyond its reasonable control, including without
      limitation, acts of God, natural disasters, labor actions, acts of civil or
      military authority, fire, floods, epidemics, quarantine, energy crises, change
      in law, failure to obtain or revocation of necessary governmental approvals,
      earthquake, war or riots (each, a "Force
      Majeure Event").
      Each
      Party shall promptly notify the other Party of such Force Majeure Event. The
      affected Party shall use reasonable efforts to meet its obligations in the
      event
      of a Force Majeure Event and during a Force Majeure Event to recommence
      performance under this Agreement as soon as possible. 

     

    9.10 Relationship
      of the Parties.
      This
      Agreement does not create a partnership, franchise, joint venture, agency,
      fiduciary, or employment relationship between the Parties.

     

    9.11 Interpretation
      and Rules of Construction.
      The
      headings contained in this Agreement and in any Exhibit or Schedule hereto
      are
      for reference purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement. All Schedules or Exhibits annexed hereto
      or
      referred to herein are hereby incorporated in and made a part of this Agreement
      as if set forth in full herein. In the event that an ambiguity or a question
      of
      intent or interpretation arises, this Agreement shall be construed as if drafted
      jointly by the Parties, and no presumption or burden of proof shall arise
      favoring or disfavoring any Party by virtue of the authorship of any provisions
      of this Agreement. Unless the context requires otherwise (i) any definition
      of or reference to any agreement, instrument or other document herein shall
      be
      construed as referring to such agreement, instrument or other document as from
      time to time amended, supplemented or otherwise modified (subject to any
      restrictions on such amendments, supplements or modifications set forth herein),
      (ii) the words “herein,” “hereof” and “hereunder,” and words of similar
      import, shall be construed to refer to this Agreement in its entirety and not
      to
      any particular provision hereof, (iii) all references herein to Articles,
      Sections, Schedules or Exhibits shall be construed to refer to Articles,
      Sections, Schedules or Exhibits of this Agreement, (iv) the terms “dollars” and
“U.S. $” shall mean United States dollars, and (v) the term “including” (and its
      derivative forms) shall mean including but not limited to.


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    
      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    9.12 Counterparts.
      This
      Agreement may be executed in one or more counterparts, and by the different
      Parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original but all of which taken together shall constitute one
      and the same agreement.

     

    IN
      WITNESS WHEREOF,
      the
      Parties hereto have caused this Agreement to be executed as of the date first
      written above by their respective officers thereunto duly
      authorized.

     

    
      	
               

              Aptus
                Games

            	 	
               

              CBS
                Interactive Inc.

            	 
	
               

              By:

            	
               

              /s/

            	 	
               

              By:

            	
               

              /s/

            	 
	
               

              Name:
                

            	 	 	
               

              Name:
                

            	 	 
	
               

              Title:
                

            	 	 	
               

              Title:
                

            	 	 
	
               

              Date:
                

            	 	 	
               

              Date:
                

            	 	 


    


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    Milestones

     

     

    
      	
              Survivor
                Island MRG

            	
              Milestone
                Date

            
	
              Milestone
                0 - Production Start

            	
              2-Jun-08

            
	
              Milestone
                1 - Asset Integration Toolset

            	
              12-Jun-08

            
	
              Milestone
                2 - Draft GDD and Feature Prioritization

            	
              30-Jun-08

            
	
              Milestone
                3 - GDD and TDD

            	
              14-Jul-08

            
	
              Milestone
                4 - First Playable

            	
              18-Aug-08

            
	
              Milestone
                5 - Public Alpha - feature complete

            	
              18-Sep-08

            
	
              Milestone
                6 - Public Beta - content complete

            	
              20-Oct-08

            
	
              Milestone
                7 - Final - Live

            	
              17-Nov-08

            
	
              Milestone
                8 - 1st Revision

            	
              15-Dec-08

            
	
              Milestone
                9 - 2nd Revision

            	
              20-Jan-09

            
	
              Milestone
                10 - 3rd Revision

            	
              17-Feb-09

            
	 	 


    

      

    
      	
              Survivor
                Challenges

            	
              Milestone
                Date

            
	
              Milestone
                0 - Production Start

            	
              2-Jun-08

            
	
              Milestone
                1 - GDD/TDD

            	
              16-Jun-08

            
	
              Milestone
                2 - First Playable

            	
              14-Jul-08

            
	
              Milestone
                3 - Alpha - feature complete

            	
              11-Aug-08

            
	
              Milestone
                4 - Beta - content complete

            	
              8-Sep-08

            
	
              Milestone
                5 - Live Beta

            	
              22-Sep-08

            
	
              Milestone
                6 - Content addition

            	
              27-Oct-08

            
	
              Milestone
                7 - Level Editor

            	
              1-Dec-08

            
	 	 


    

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    
      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    EXHIBIT
      B

     

    Fees

     

    Subject
      to the terms and conditions of this Agreement, Aptus shall pay CBSI the
      following fees: 

     

    A.
      Fees Payable by Aptus.

     

    
      	
              1.

            	
              Minimum
                Fees.
                Aptus shall pay CBSI the following recoupable but nonrefundable
                “Minimum
                Fees”
                in accordance with the following
                schedule:

            


    

     

    
      	
               

              Payment
                Date

            	
               

              Fee

            
	
               

              On
                the Effective Date 

            	
               

              ***********

            
	
               

              November
                1, 2008 

            	
               

              ***********

            
	
               

              March
                1, 2009 

            	
               

              ***********

            
	
               

              July
                2, 2009 

            	
               

              ***********

            
	
               

              November
                1, 2009 

            	
               

              ***********

            
	
               

              March
                1, 2010 

            	
               

              ***********

            


    

     

    Recoupment.
      Aptus shall recoup the Minimum Fees from all Software Revenues, Microtransaction
      Revenues, Hardware Revenues and In-Game Advertising Revenues until such time
      as
      it has recouped all Minimum Fees paid to date, after which Aptus shall pay
      to
      CBSI (or CBSI shall retain) on a quarterly basis the appropriate revenue shares
      as set forth in Sections 2.2(b) and 2.3(a) above until the time of the next
      Minimum Fee payment, which Aptus shall recoup from all subsequent Software
      Revenues, Microtransaction Revenues, Hardware Revenues and In-Game Advertising
      Revenues until it has recouped all Minimum Fees paid to date, and so on.
***********
       

     

    
      	
              2.

            	
              Reporting.
                Aptus shall provide to CBSI quarterly reports indicating the Software
                Revenue, Microtransaction Revenue, and the Hardware Revenue collected
                by
                Aptus and if and when applicable, the basis for the calculation of
                royalties or revenue shares owing to
                CBSI.

            


    

     

    B.
      Fees Payable by CBSI.


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      CONFIDENTIAL
        TREATMENT REQUESTED 

      
        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF 

        DENOTED
          WITH “***” 

      

    

     

    
      	1.	
              CBSI
                Sales.
                CBSI shall remit on a quarterly basis all of the In-Game Advertising
                Revenues unless and until such time as Aptus obtains Software Revenues,
                Microtransaction Revenues, Hardware Revenues and In-Game Advertising
                Revenues that equal the Minimum Fees paid to date to CBSI, after
                which
                time, CBSI shall remit to Aptus on a quarterly basis the appropriate
                revenue share set forth in Section 2.3(a) above until the time of
                the next
                Minimum Fee payment made by Aptus, after which CBSI shall again remit
                on a
                quarterly basis all of the subsequent In-Game Advertising Revenues
                until
                Aptus has recouped all of the Minimum Fees paid to date to CBSI,
                and so
                on. 

            


    

     

    2.
      Reporting.
      CBSI
      shall provide to Aptus quarterly reports indicating the In-Game Advertising
      Revenues and if and when applicable, the basis for the calculation of royalties
      or revenue shares owing to Aptus pursuant to this Exhibit
      B.


    
      
        
        

      

      
        -3-